1. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $42.94 to $43.93, inclusive. The reporting person undertakes to provide to Pope Resources Limited Partnership, any security holder of Pope Resources Limited Partnership, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.

2. The units are held in three IRA accounts as follows: 19,067 units held by IRA FBO James H. Dahl (ROTH Conversion Account); 23,530 units held by IRA FBO James H. Dahl (ROTH II Account); and 79,787 units held by IRA FBO James H. Dahl.

3. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $44.05 to $44.46, inclusive. The reporting person undertakes to provide to Pope Resources Limited Partnership, any security holder of Pope Resources Limited Partnership, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.

4. The units are held in three IRA accounts as follows: 19,067 units held by IRA FBO James H. Dahl (ROTH Conversion Account); 23,530 units held by IRA FBO James H. Dahl (ROTH II Account); and 80,487 units held by IRA FBO James H. Dahl.

5. Units are held by Kathleen M. Dahl Irrevocable Trust, the trustee of which is James H. Dahl.

6. Units are held by James H. Dahl Trust FBO Kathryn Whitten Dahl, the trustee of which is William L. Dahl.

7. Units are held by James H. Dahl Trust FBO James Andrew Dahl, the trustee of which is William L. Dahl.

8. Units are held by Dahl Family Foundation, the trustee of which is William L. Dahl. Neither James H. Dahl nor any member of his family have any pecuniary interest in the units held by the Dahl Family Foundation, Inc.

Remarks:

/s/ Michael B. Kirwan, Attorney-in-Fact for James H. Dahl and William L. Dahl

04/17/2012

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).